| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | NUVL | Class A Common Stock | Award | $0 | +2.5K | $0.00 | 2.5K | Jun 12, 2024 | Through Deerfield Management Company, L.P. | F1, F3, F6 | |
| transaction | NUVL | Class A Common Stock | Award | $0 | +2.5K | $0.00 | 2.5K | Jun 12, 2024 | Through Deerfield Management Company, L.P. | F2, F3, F6 | |
| holding | NUVL | Class A Common Stock | 650K | Jun 12, 2024 | Deerfield Partners, L.P. | F3, F6 | |||||
| holding | NUVL | Class A Common Stock | 9.67M | Jun 12, 2024 | Through Deerfield Private Design Fund IV, L.P. | F3, F6 | |||||
| holding | NUVL | Class A Common Stock | 9.67M | Jun 12, 2024 | Through Deerfield Healthcare Innovations Fund, L.P. | F3, F6 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | NUVL | Stock Option (Right to Buy) | Award | $0 | +3.79K | $0.00 | 3.79K | Jun 12, 2024 | Class A Common Stock | 3.79K | $80.03 | Through Deerfield Management Company, L.P. | F3, F4, F6 | |
| transaction | NUVL | Stock Option (Right to Buy) | Award | $0 | +3.79K | $0.00 | 3.79K | Jun 12, 2024 | Class A Common Stock | 3.79K | $80.03 | Through Deerfield Management Company, L.P. | F3, F5, F6 |
| Id | Content |
|---|---|
| F1 | Cameron Wheeler, a partner in Deerfield Management Company, L.P. ("Deerfield Management"), serves as a director of the Issuer. The reported shares of Class A Common Stock are issuable under restricted stock units ("RSUs") granted to Mr. Wheeler, which are held for the benefit, and at the direction, of Deerfield Management. Each RSU represents the right to receive one share of the Issuer's Class A Common Stock. The RSUs vest in full on the earlier of June 12, 2025 or the date of the Issuer's next annual meeting of stockholders, subject to Mr. Wheeler's continued service to the Issuer through the applicable vesting date. |
| F2 | Joseph Pearlberg, an employee of Deerfield Management, serves as a director of the Issuer. The reported shares of Class A Common Stock are issuable under restricted stock units ("RSUs") granted to Mr. Pearlberg, which are held for the benefit, and at the direction, of Deerfield Management. Each RSU represents the right to receive one share of the Issuer's Class A Common Stock. The RSUs vest in full on the earlier of June 12, 2025 or the date of the Issuer's next annual meeting of stockholders, subject to Mr. Pearlberg's continued service to the Issuer through the applicable vesting date. |
| F3 | This Form 4 is being filed by the undersigned as well as the entity listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. ("Deerfield Partners"). Deerfield Mgmt IV, L.P. is the general partner of Deerfield Private Design Fund IV, L.P. ("Fund IV"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. (collectively with Deerfield Partners and Fund IV, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt, L.P., Deerfield Mgmt IV, L.P., Deerfield Mgmt HIF, L.P. and Deerfield Management Company, L.P. |
| F4 | The option was granted to Mr. Wheeler on June 12, 2024 and is scheduled to vest and become exercisable on the earlier of June 12, 2025 and the date of the Issuer's next annual meeting of stockholders, subject to Mr. Wheeler's continued service to the Issuer through the applicable vesting date. Such Option is held for the benefit, and at the direction, or Deerfield Management. |
| F5 | The option was granted to Mr. Pearlberg on June 12, 2024 and is scheduled to vest and become exercisable on the earlier of June 12, 2025 and the date of the Issuer's next annual meeting of stockholders, subject to Mr. Pearlberg's continued service to the Issuer through the applicable vesting date. Such Option is held for the benefit, and at the direction, or Deerfield Management. |
| F6 | For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise. |
Each of Cameron Wheeler, who is a partner in Deerfield Management, and Joseph Pearlberg, who is an employee of Deerfield Management, serves as a director of the Issuer. Jonathan Isler, Attorney-in-Fact: Power of Attorney, which is hereby incorporated by reference to Exhibit 24 to a Form 3 with regard to BiomX Inc. filed with the Securities and Exchange Commission on March 19, 2024 by Deerfield Private Design Fund V, L.P., Deerfield Healthcare Innovations Fund II, L.P., Deerfield Mgmt V, L.P., Deerfield Mgmt HIF II, L.P., Deerfield Management Company, L.P. and James E. Flynn.